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Exhibit 2.2
TERMINATION
AGREEMENT
THIS
TERMINATION AGREEMENT (this “Agreement”) is made and
entered into as of this 30 th day of January, 2007, by and
between Shenzhen Anke High-Tech Company Limited
(“Anke”), a Sino-foreign joint stock limited company
organized and existing under the laws of the People’s
Republic of China (“ PRC ”) and having
registered offices at 26 Yanshan Road, Shekou, Nanshan District,
Shenzhen, Guangdong, the PRC (“ Anke ”), and
Analogic Corporation, a corporation organized and existing under
the laws of the Commonwealth of Massachusetts, U.S.A., and having
offices at 8 Centennial Drive, Peabody, Massachusetts 01960, U.S.A.
(“Analogic”). Anke and Analogic may hereinafter be
referred to as a “Party” individually and as the
“Parties” collectively.
WHEREAS,
certain written and/or oral agreements have been entered into by
and between Analogic and Anke (the “ Prior Agreements
”);
WHEREAS,
pursuant to the Shares Purchase Agreement (the “Shares
Purchase Agreement ”) dated as of January 30,
2008 and entered into between Analogic and Chongqing Anke Medical
Equipment Co., Ltd. (“CA”), a company organized and
existing under the PRC Law and having registered offices at 3/F
District 2, Neptune Building, #62 Star Road, Hi-tech Industry
Development Park, New North Zone, Chongqing, the PRC (“
CA ”), Analogic agreed to sell the Shares (as defined
in the Shares Purchase Agreement) to CA, and CA agreed to purchase
the Shares from Analogic;
WHEREAS, the
execution and delivery of this Agreement is a condition precedent
to the Closing (as defined in the Shares Purchase Agreement);
and
WHEREAS, the
Shares Purchase Agreement also contemplates that (a) a Master
Trademark Agreement shall be entered into by and between Analogic,
CA and Anke (the “ Master Trademark Agreement
”), (b) a Debts Repayment Agreement shall be entered
into by and Analogic, Anke and CA (the “ Debts Repayment
Agreement ”), and (c) a Shares Pledge Agreement
shall be entered into by Analogic, CA and Anke (the “
Shares Pledge Agreement ”).
NOW,
THEREFORE, the Parties agree as follows:
1.
Terms Used in this Agreement . Capitalized terms used herein
but not defined herein shall have the meanings assigned to those
terms in the Shares Purchase Agreement.
2.
Terminated Agreements . Those particular Prior Agreements that are
identified in Schedule 2, and all rights and/or obligations
under those agreements of any kind whatsoever, whether accrued,
contingent, conditional, or otherwise, are hereby fully,
completely, irrevocably, and unconditionally terminated as of the
date hereof (as defined in the Shares Purchase Agreement) (the
“ Terminated Agreements ”). Anke and Analogic
hereby further confirm, acknowledge, and agree that (a) other
than (i) the Prior Agreements that are identified in
Schedule 2, (ii) this Agreement, (iii) the Master
Trademark Agreement, (iv) the Debts Repayment Agreement,
(v) the Shares Pledge Agreement, and (vi) any other
agreements that may be entered into pursuant to the Shares Purchase
Agreement, this Agreement, the aster Trademark Agreement, the
Shares Pledge Agreement, and/or the Debts Repayment Agreement,
there is no agreement, contract, or other legally valid or binding
document that (1) has been entered into by and between Anke
and Analogic, and (2) remains effective as of the date of this
Agreement, and (b) even if any such agreement, contract, or
document does exist, it shall (i) automatically be deemed to
be one of the Terminated Agreements, and (ii) be automatically
terminated pursuant to this Agreement.
3.
Third Party Consent . If the amendment and/or termination of
a Prior Agreement requires the consent, signature, or approval of a
party other than Analogic or Anke, each Party hereto agrees to use
all commercially reasonable efforts to obtain, and to cause any
entity within such Party’s control to obtain, such consent,
signature, or approval as soon as is reasonably practicable.
4.
Release of Analogic Claims . Except as may be otherwise
expressly provided in this Agreement, Analogic, on behalf of itself
and its parent entities (if any), subsidiaries, other affiliated
entities, predecessors, successors, and assigns, and the officers,
directors, shareholders, interest holders, principals, employees,
attorneys, agents, and other representatives of each of them,
hereby unconditionally and forever releases, acquits, and
discharges Anke and its parent entities (if any), subsidiaries,
other affiliated entities, predecessors, successors, and assigns,
and the officers, directors, shareholders, interest holders,
principals, employees, attorneys, agents, and other representatives
of each of them, of and from any and all claims, actions, causes of
action, suits, rights, debts, sums of money, agreements, covenants,
promises, representations, accounts, reckonings, obligations,
damages, costs, expenses, and demands (the previously listed items
being sometimes referred to collectively herein as “Analogic
Claims”) of whatever kind and nature, whether known, unknown,
presently existing, contingent, or conditional, which Analogic or
any of Analogic’s parent entities (if any), subsidiaries,
other affiliated entities, predecessors, successors, or assigns, or
the officers, directors, shareholders, interest holders,
principals, employees, attorneys, agents, or other representatives
of any of them, ever had, now has, or can, shall, or may have, for
or by reason of any matter, cause, or thing whatsoever from the
beginning of the world to this date
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